Constitution and Bylaws

BYLAW

NUMBER 1

CANADIAN ASSOCIATION OF PHYSICIANS OF INDIAN

HERITAGE (CAPIH)/ASSOCIATION CANADIENNE DES

MEDÉCINS DE PATRIMOINE INDIEN (ACMPI)

PREAMBLE

Physicians of Indian Heritage have made significant contributions to the delivery of health care in Canada. The Indian Heritage emphasizes excellence, tolerance, compassion for the disadvantaged, mutual respect and celebration of cultural iversity. The Canadian Association of Physicians of Indian Heritage was formed to provide a forum for them to foster and promote these values through the activities of the Association, to maintain the identity of this group of people and to provide a forum for scientific, educational, cultural, charitable and social interaction among the ‘Association’ members. In this document, the word “Indian” refers to the people who trace their ancestry to the Indian subcontinent and the word “heritage” refers to their traditional cultural values.

ARTICLE 1NAME

For purposes of these bylaws, “Association” may be used when referring to the “Canadian Association of Physicians of Indian Heritage (CAPIH)/Association Canadienne des medécins des patrimoine Indien (ACMPI)”.

ARTICLE 2NON

PROFIT ORGANIZATION

The ‘Association’ shall be a non profit organization. Its members shall acquire no interest in the property or assets of the ‘Association’. Members and their elected representatives shall not be personally liable for any debt incurred by ‘Association’ or by any action taken by the ‘Association’. The organization shall support and foster the availability of medical assistance to disadvantaged people of Canada and abroad, by the concepts of charity and good conscience.

Article 3 LIABILITY

AND INDEMNITY

3.1 The Association will not hold the members of the Board of Directors, the Executive The Association will not hold the members of the Board of Directors, the Executive Committee or any member acting on its behalf individually or collectively liable for decisions or actions taken in good faith on behalf of the Association.

3.2 For the protection of officers, directors, officials and members of the Association For the protection of officers, directors, officials and members of the Association

except as otherwise provided by law,

(a) No officer, director, official or other member or the Association is liable for any of the No officer, director, official or other member or the Association is liable for any of the

following acts or omissions:

(i) the acts or omissions of any other officer, director, official, member or employee; the acts or omissions of any other officer, director, official, member or employee;

(ii) joining in any act for conformity; joining in any act for conformity;

(iii) any loss, damage or expense happening to the Association: any loss, damage or expense happening to the Association:

(A) through the insufficiency or deficiency of title to any property acquired on through the insufficiency or deficiency of title to any property acquired on

behalf of the Association or

(B) for the insufficiency or deficiency of any security upon or in which any of for the insufficiency or deficiency of any security upon or in which any of

the monies of the Association are placed out or invested;

(iv) any loss or damage arising from the bankruptcy, insolvency or tortious act of any any loss or damage arising from the bankruptcy, insolvency or tortious act of any

person, firm or corporation with whom or which any monies, securities or assets are

lodged or deposited;

(v) any loss, conversion, misapplication or misappropriation of any monies, securities any loss, conversion, misapplication or misappropriation of any monies, securities

or other assets belonging to the Association;

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(vi) any damage resulting from any dealings with any monies, securities or other any damage resulting from any dealings with any monies, securities or other

assets belonging to the Association, or;

(vii) any other loss, damage or misfortune which may happen in the execution of or in any other loss, damage or misfortune which may happen in the execution of or in

relation to the duties of the office or trust; unless the act or omission happens by or

through the wrongful and willful act, neglect or default of the officer, director, official or

other member of the Association;

(b) No officer, director, official or other member of the Association is liable for any contract, act No officer, director, official or other member of the Association is liable for any contract, act

or transaction entered into, done or made for the Association, whether or not completed, if it

has been authorized or approved by the Board of Directors;

(c) If any officer, director, official or other member of the Association If any officer, director, official or other member of the Association

(i) is employed by or performs services for the Association other than in the individual’s is employed by or performs services for the Association other than in the individual’s

role in the Association, or

(ii) is a member of a firm or a shareholder, director or officer of a company employed is a member of a firm or a shareholder, director or officer of a company employed

by or performing services for the Association, the fact that the individual is an officer,

director, official or other member of the Association shall not alter the individual’s

entitlement to proper remuneration for the services performed.

3.3 Indemnities to Officers, Directors and Others Indemnities to Officers, Directors and Others

Every officer, director, official or other member of the Association, or other person who has

undertaken or is about to undertake any liability on behalf of the Association or any company

controlled by the Association, their heirs, executors, administrators and estates are indemnified

out of the funds of the Association, from and against

(a) all costs, charges and expenses incurred in the execution of the duties of the office all costs, charges and expenses incurred in the execution of the duties of the office

(i) in or about any proceedings commenced against the individual; in or about any proceedings commenced against the individual;

(ii) in respect of any other liability; and in respect of any other liability; and

(b) all other costs, charges and expenses incurred in relation to the affairs of the Association, all other costs, charges and expenses incurred in relation to the affairs of the Association,

unless the costs, charges or expenses happen by or through the individual’s wilful neglect or

default.

ARTICLE 4FISCAL

YEAR, FUND RAISING AND EXPENSES

The Association’s fiscal yearend

shall be December 31 st.

The ‘Association’ shall meet its expenses through its income from the membership, donations,

endowment, sponsorship, trust funds or properties and from such other sources not in conflict

with its objectives.

No money of the ‘Association’ shall be appropriated for any purpose whatsoever except for the

following:

1. To conduct its own affairs.

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1. To assist each chapter by giving a percentage of the membership fees raised from the

chapter as determined by the Board of Directors for each fiscal year.

1. To carry out the objectives of the ‘Association’ as set forth in the Letters Patent of the

Association.

ARTICLE 5SEAL

The seal of the ‘Association’ shall be as depicted in Schedule A attached hereto.

ARTICLE 6PERIOD

OF EXISTENCE

The time and period of existence of the ‘Association’ shall be perpetual or until dissolved as

provided in article 19.

ARTICLE 7MISSION

The ‘Association’ is formed to provide a forum for scientific, educational, cultural and social

interactions among its members as well as the Canadian Society at large and for the purposes

of carrying out charitable and educational work, both in Canada and abroad.

ARTICLE 8NATIONAL

HEADQUARTERS

Section 8.1Site

The national headquarters of the association shall be located in the province of Ontario, until

amended by a duly elected Board of Directors (as defined in article 11.98). Each province and

territory shall be accorded the status of a chapter (Article 10) and the association shall be able

to open satellite offices when needed.

Section 8.2Staffing

The National Headquarters shall be staffed by administrative support personnel as approved

by the Executive Committee and appointed by the President. The expenses related to such

appointments shall be borne by the ‘Association’.

Section 8.3Chief

Executive Officer

The Executive Committee (as defined in article 11.8) may appoint a chief executive officer to

serve at the national headquarters, who will oversee the daytoday

operations of the

‘Association’.

He or she shall be an exofficio

member of the Executive Committee but will not have a right to

vote.

His or her compensation shall be set by the Executive Committee and will be paid from the

general operating funds of the ‘Association’.

He or she shall carry out the duties under the direction of the President and the Executive

Committee.

The Executive Committee, at its sole discretion, may terminate this appointment and leave the

position vacant or appoint someone else suitably qualified. The President shall take over the

responsibilities of the Chief Executive Officer in his or her absence.

The Chief Executive Officer shall liaise with various levels of the Government, news media,

when required, and shall be responsible for public relations.

ARTICLE 9MEMBERSHIP

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Section 9.1Eligibility

Criteria and Member Qualifications

Membership of ‘Association’ shall be open to all physicians, residents, clinical fellows and

medical students of Indian Heritage who are Citizens or Permanent Residents of Canada and

who wish to promote the mission and objectives of ‘Association’.

Any individual desiring membership shall provide the ‘Association’ with a completed

membership application form and submit it to the office addressed to the Chief Operating

Officer along with the membership dues. The application may be submitted via mail, fax, email

or by online

registration.

The application is reviewed by the membership committee and on approval by the committee the secretary shall enter the individual’s name in the membership register. Membership shall

only be conferred on physicians who are also current members of their respective

chapters, (Section 10) where such a chapter exists.

only be conferred on physicians who are also current members of their respective

chapters, (Section 10) where such a chapter exists.

The member will duly notify the Chief Executive Officer of any subsequent changes to the

information provided on the application form.

Section 9.2Categories

of membership

Membership shall be available in the following categories:

A) VOTING MEMBERS

1. Founding Members: Founding members are physicians who have taken an active role

in the establishment of this Association. Physicians who wish to become founding

members may request to be recognized thus upon payment of founding member dues and

shall continue to be recognised by maintaining regular membership status.

2. Regular Members: Regular members are physicians of Indian Heritage who hold a : Regular members are physicians of Indian Heritage who hold a

current license to practice medicine in any province or territory in Canada and who have

submitted a duly completed application form with payment of annual membership dues in a

timely fashion. Regular members are eligible to vote in an election process provided they

have paid their membership dues at least 90 days prior to the date of that election. This 90

day waiting period requirement is not applicable for voting for any other purpose.

3. Medical Students,: Medical students in approved training programs in Canada are : Medical students in approved training programs in Canada are

eligible for student membership provided they pay the dues assessed to them by the

Board of Directors in a timely fashion. Medical students shall be eligible to elect a voting

member on the Board of Directors.

4. Clinical Fellows, Internes and Residents: Clinical fellows, internes and residents linical fellows, internes and residents

shall be accorded all the benefits of a regular member, provided they have paid the

appropriate membership fees.

5. Retired members: Physicians who have retired from the practice of medicine in : Physicians who have retired from the practice of medicine in

Canada will be eligible to continue their membership in the ‘Association’ as retired

members upon payment of membership dues, with the full right of membership and the

right to vote. They are not eligible to hold office.

B) NON VOTING MEMBERS

1. Associate Members: Physicians of Indian Heritage who have successfully completed Physicians of Indian Heritage who have successfully completed

undergraduate medical training from a recognized medical school, and hold a current

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license to practice medicine in the United States of America, Great Britain or other

countries, but not in Canada, are eligible to become associate members provided they

have paid their membership dues. Associate members will have all membership privileges

except the right to vote or hold office.

2. Honorary members: The Board of Directors may award honorary membership from . Honorary members: The Board of Directors may award honorary membership from

time to time for a specified period to industry partners or individuals for their outstanding

service to the community or the ‘Association’.

3. Affiliate members: The Board of Directors may award affiliate membership to those The Board of Directors may award affiliate membership to those

members of the allied health professions who are duly registered and licensed in their

respective professions, upon payment of membership. Affiliate members may

participate in all activities of the Association except hold office or be eligible to vote.

They shall embrace and espouse the values and ideals of the Association as outlined

in the Letters Patent of the Association.

4. Other members: The Board of Directors may from time to time create other special . Other members: The Board of Directors may from time to time create other special

categories of membership and assign appropriate fees for the categories.

Section 9.3Membership

Fees

The Board of Directors shall propose the annual membership dues for the following fiscal

year for ratification at the Association’s Annual General Meeting. The ratified membership

dues shall be applicable for the following fiscal year.

Section 9.4Member

in good standing:

A Member who is licensed to practice medicine in Canada and who has paid the dues

assessed by the Board of Directors, and whose license is not under suspension or

revocation, or is not being charged with a criminal offence, will continue to enjoy full

membership privileges.

Section 9.5Revocation

or Suspension or loss of membership:

A. The Executive Committee may, by a unanimous vote, revoke or suspend the The Executive Committee may, by a unanimous vote, revoke or suspend the

membership of any member if it is of the opinion that the membership of such

a person would bring disrepute to the Association.

B. Failure to pay the dues and/or violation of the rules and regulations of Failure to pay the dues and/or violation of the rules and regulations of

‘Association’ will result in cessation of membership status in the ‘Association’.

Section 9.6Reinstatement

of membership: :

A. Any member whose membership has been revoked or suspended by the Any member whose membership has been revoked or suspended by the

Executive Committee may appeal to the Board of Directors, who, by a twothirds

majority vote can either grant or deny the claim of the appellant.

B. Any person whose membership status has been suspended or revoked by the Any person whose membership status has been suspended or revoked by the

Board of Directors and desires to be readmitted may apply to the President of

‘Association’ who shall appoint an independent committee to review the

matter. Such a committee shall consist of individuals from within and/or

outside the organization but shall not include any members of the Executive

Committee or The Board of directors. This body shall review the application

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and may recommend or deny the reinstatement by a two third majority vote.

The decision of this body shall be final and binding upon both the member and

the organization. This committee shall have five members, two of whom shall

be approved by both the parties in question.

C. Anyone who desires to be readmitted may apply to the Board of Directors. The Anyone who desires to be readmitted may apply to the Board of Directors. The

member shall be reinstated on the recommendation of the Board of Directors

upon payment of applicable dues.

Section 9.7Impeachment:

If any member elected or appointed to an office or position misuses his or her office for

personal gain, is guilty of misconduct or violates the objectives of the Association or

misappropriates the funds of the Association is in violation of applicable laws of the land

resulting in civil liability or a criminal offence and conviction, he or she shall be liable for

impeachment immediately. Further, the Board of Directors is authorized to remove such

person(s) temporarily from the position held in ‘Association’, pending the final outcome of the

hearings before an independent appellant committee of five members appointed by the

President according to the selection process outlined below:

None of the members of this committee shall be members of the Executive Committee or

Board of Directors. At least two of the committee members should be approved by the

appellant. Members of this committee may be chosen from outside of the Association’s

membership.

Section 9.8Resignation

of Members

Members may resign by resignation in writing which shall be effective from acceptance

thereof by the board of directors. In the case of resignation, a member shall remain liable for

payment of any assessment or other sum levied or which became payable by the member to

the Corporation prior to acceptance by the Corporation.

ARTICLE 10CHAPTERS

Section 10.1Right

to form a chapter:

The association shall have chapters in each province and territory. Members from each

province or territory may form chapters of the ‘Association’ in their province or territory and

shall operate under the constitution and bylaws of ‘Association’.

Section 10.2Chapter

Mergers: :

Notwithstanding article 10.1, if the membership in any province or territory is less than 25,

they shall merge with neighboring chapter(s) of their choice such that the total membership

in any chapter is equal to or greater than 25

Section 10.3 Provision for Ontario:

Based on the number of physicians currently practicing in Ontario, this Chapter shall be

divided into three regions, Ottawa and the Eastern Ontario region, Greater Toronto Area and

Northern Ontario region, and LondonWindsor

& Western Ontario region. The boundaries of

these regions shall be determined by the members from Ontario and may be reviewed by

them every five years. Each region may elect one member to the Board of Directors.

Section 10.4 Provision for other Provinces and territories:

If the membership in any province or territory exceeds 250, that province or territory may

create more than one region (but not to exceed three regions).

Section 10.5Chapter

for Physicians in Training:

Medical students across Canada together shall have the right to form a separate chapter.

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Section 10.6Chapter

for Clinical Fellows Internes & Residents:

Clinical Fellows Internes and Residents across Canada together shall have the right to form

a separate chapter

ARTICLE 11GOVERNANCE

Section 11.1General:

For any organization to be successful, it is imperative to ensure full participation of all the

diverse groups that constitute the organization in its governance. Hence the goal of

‘Association’ is to ensure fair representation of the diverse backgrounds of its membership in

its governance. ‘Association’ shall also strive for equitable provincial representation in the

various committees.

.

Section 11.2Components:

The affairs of ‘Association’ shall be managed by the Board of Directors, the Executive

Committee and the various committees appointed by the President and/or the Executive

committee (e.g. standing committee, ad Hoc committee, task forces etc.) as herein provided.

Section 11.3General

Assembly:

A. Subject to the requirements set in this constitution, the General Assembly will be the Subject to the requirements set in this constitution, the General Assembly will be the

ultimate authority of the Association.

B. The General Assembly shall consist of voting members as set forth earlier in article The General Assembly shall consist of voting members as set forth earlier in article

9.2(A).

C. All members of record shall be notified of all regular General Assembly meetings by All members of record shall be notified of all regular General Assembly meetings by

mail, fax or email at least ninety days prior to each General Assembly meeting.

D. The Annual General meeting of members or any special general Assembly meeting for The Annual General meeting of members or any special general Assembly meeting for

emergency purposes may be called by the directors or the President on the advice of

Executive Committee or Board of Directors by notifying each member with thirty days

notice prior to the date of convening the meeting. The board of directors shall call a

special general meeting of General Assembly on written requisition of members

carrying not less than ten per cent (10%) of the voting rights. Notice of any meeting

where special business will be transacted shall contain sufficient information to permit

the member to form a reasoned judgment on the decision to be taken. Notice of each

meeting of the General Assembly must remind the member that the member has the

right to vote by proxy. General Assembly meetings shall be open to all the voting

members. Non voting members are encouraged to attend the general Assembly

meeting as observers but they will not be eligible to cast any vote. The General

Assembly will elect the PresidentElect,

Secretary and Treasurer as provided herein.

Section 11.4Elections

for the positions of the Executive officers:

The Executive Officers of the association shall consist of the President, the President

Elect, the Secretary and the Treasurer. The first President of the association shall be an

individual elected by majority vote of the directors. Whenever a President Elect is

pronounced elected by the President as described below, the incumbent President Elect

will automatically become President of the association for the ensuing year or until his or

her successor is duly elected.

The minimum requirement to be elected as a President Elect, Secretary or Treasurer is

that they have to be members of the association for a minimum period of three years and

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must have served the Association in any of the following capacities for at least one year:

member of the board of directors, Executive Committee or member of any of the standing

committees. Not withstanding the above, for the first year of the formation of the

‘Association’, any member nominated by the Nominations committee shall be eligible to

stand for the offices of the President Elect, Secretary or Treasurer. For the second and

third year, any member with at least one year of membership and one year experience in

the governance of the association and nominated by the Nominations committee shall be

eligible to stand for the election. None of the officers of the association can stand for

reelection for the same position for a period of five years immediately following their term

of their office

Section 11.5Nomination

of Candidates for election

A. The Nominations committee shall conduct a search for suitable candidates for each of The Nominations committee shall conduct a search for suitable candidates for each of

the executive officers positions who meet the criteria outlined in article 11.4 for the

President Elect, Secretary and Treasurer and if the nominated members accept the

nomination, they shall form the slate for candidates for election.

B. Any other members who meet the criteria outlined in article 11.4 and who wish to Any other members who meet the criteria outlined in article 11.4 and who wish to

stand as candidates for the above mentioned positions must be nominated by at least

five voting members of the Annual General Meeting. These names shall be added to

the slate of candidates proposed by the Nominations committee.

C. The slate of candidates for each of the positions shall be submitted to the Board of The slate of candidates for each of the positions shall be submitted to the Board of

Directors no later than 15th of April and shall take into consideration geographical

representation, age and gender balance in order to maintain equity. The Board of

Directors is responsible for ensuring that the general membership is informed of all

candidates by 30 th April.

Section 11.6Voting

A. Voting for these positions will take place at a time and date set by the Board of Voting for these positions will take place at a time and date set by the Board of

Directors.

B. Members may cast their votes by mail, fax or electronic methods approved by the Members may cast their votes by mail, fax or electronic methods approved by the

Board of Directors. Each member shall be entitled to cast one vote for a candidate for

each of the positions of President Elect, Secretary and Treasurer. Once the allotted

time period has elapsed, and provided that votes have been cast by a minimum of two

members constituting no less than 25% of the voting membership, the votes cast will

be counted by the CEO/Elections Officer as determined by the board of directors

and/or his/her designates. Names of successful candidates will be presented to the

President by the CEO. The President will announce the results to the general

Assembly at its annual meeting. (see article11.3)

C. The successful candidates will be pronounced elected at the Annual General Meeting The successful candidates will be pronounced elected at the Annual General Meeting by the President.

D. Each incumbent Executive Officer shall continue in office until the earlier of:

D. Each incumbent Executive Officer shall continue in office until the earlier of:

(a) that officer's resignation, which resignation shall be effective at the time the

written resignation is received by the Corporation or at the time specified in the

resignation, whichever is later;

(b) the election of a successor;

(c) that officer ceasing to meet any necessary qualification of election;

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(d) the meeting at which the Executive Officers are appointed;

(e) that officer's removal;

(f) that officer's death.

The remuneration of the Executive Officers shall be determined from time to time by resolution

of the board of directors. The Executive Officers, in the absence of agreement to the contrary,

shall be subject to removal by resolution of the members at any time, with or without cause. If

the office of any officer of the Corporation shall be or become vacant by reason of death,

resignation, disqualification or otherwise, the Nominations Committee, by resolution, may

appoint a person to fill such vacancy.

Section 11.7Other

Officers

In addition to the election of the President, the President Elect, the Secretary and the

Treasurer (in this section collectively referred to as the "Executive Officers"), the board of

directors may annually, or more often as may be required, appoint, at any time and from time

to time, such other officers as the Board of Directors may, from time to time, deem expedient.

All officers shall respectively perform such duties, in addition to those specified in the bylaws

of the Association, as shall, from time to time, be prescribed by the Board of Directors. The

same person may hold more than one office and none of such officers of the Corporation,

except a Chairman of the Board and any ViceChairman

of the Board, need be a director of the

Corporation.

Notwithstanding the foregoing, each incumbent officer, other than the Executive Officers

described above, shall continue in office until the earlier of:

(a) that officer's resignation, which resignation shall be effective at the time the

written resignation is received by the Corporation or at the time specified in the

resignation, whichever is later;

(b) the appointment of a successor;

(c) that officer ceasing meet any necessary qualification of appointment;

(d) the meeting at which the directors annually appoint the officers of the

Corporation;

(e) that officer's removal;

(f) that officer's death.

The remuneration of all officers appointed by the board of directors shall be determined from

time to time by resolution of the board of directors. All officers, other than Executive Officers,

in the absence of agreement to the contrary, shall be subject to removal by resolution of the

board of directors at any time, with or without cause. If the office of any officer of the

Corporation shall be or become vacant by reason of death, resignation, disqualification or

otherwise, the directors, by resolution, may appoint a person to fill such vacancy. In case of

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the absence or inability to act of any officer of the Corporation or for any other reason that the

board of directors may deem sufficient, the board of directors may delegate all or any of the

powers of any such officer to any other officer or to any director for the time being.

Section 11.8Executive

Committee:

A. Composition: The Executive Committee shall constitute “the Officers”and consist of: : The Executive Committee shall constitute “the Officers”and consist of:

1. The President,

2. The President Elect,

3. The Secretary,

4. The Treasurer,

5. A Chapter Representative: elected by the chairpersons of the chapters from

within their group as the provincial representative to the Executive

Committee,

1. A Representative of interns and residents/clinical fellows elected by their

respective chapter.

1. The Past President, &

2. The CEO who will act ex officio.

Any member of the Executive Committee who is elected by specific persons may be

removed, with out without cause, by the same group which elected such member.

The remuneration of the members of the Executive Committee shall be determined from

time to time by resolution of the board of directors.

B. The President or his designate shall be the spokesperson for the organization. The President or his designate shall be the spokesperson for the organization.

C. If the President resigns or is not able to continue for any reason, the President Elect If the President resigns or is not able to continue for any reason, the President Elect

shall complete the unfinished term and then continue to serve his or her own term. If

the President Elect is unable to continue in the role of the President, the Board of

Directors may nominate a member to complete the term of office vacated. The chief

executive officer or designate, in conjunction with, or on the advice of the President

and the Chairperson of the Liaison committee, shall liaise with various levels of the

government, media and the public at large.

Section 11.9Board

of Directors

Those named in the letters patent shall become the first directors of the Corporation whose

terms of office on the board of directors shall continue until their successors are elected.

Each chapter and/or region shall elect one representative to serve on the Board of

Directors. Each chapter and/or region may remove the director elected by such chapter

and/or region and may elect any person in the director's stead for the remainder of the

director's term.

The directors shall serve without remuneration and directors shall not directly or indirectly

receive any profit from their positions as such; provided that directors may be reimbursed

for reasonable expenses incurred by them in the performance of their duties.

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ARTICLE 12DUTIES

OF OFFICERS

Section 12.1 President

The President shall:

1. Perform all duties incident to the office of the President. The Board of

Directors may assign such other duties as they may deem proper, necessary

or useful.

1. Preside at all the meetings of the ‘Association’ e.g. the Executive Committee,

Board of Directors and the General Assembly meetings including the Annual

General Meeting. In his or her absence, the President Elect shall assume the

responsibilities of the president. In the absence of both the President and the

President Elect, the Treasurer will act in the capacity of the president.

1. Appointment of the necessary staff for the operation of ‘Association’.

2. Execute with the Secretary or any other proper officer of the ‘Association’ as

authorized by the Board of Directors, any deeds, mortgages, bonds, contracts,

legal documents or other instruments duly authorized by the Board of

Directors. Two signatures from the officers of the Executive Committee are

required for any document to be valid.

1. Authorize and designate any member(s) of the ‘Association’ to act as

representatives of the ‘Association’ to attend any functions or meetings and

give views on behalf of the Association.

1. In consultation with the Executive Committee and the Board of Directors,

appoint members to the standing committees as provided in article 13.1.

1. The President, in consultation with the Executive Committee shall appoint

members to the ad Hoc committees and task force committees that may be

formed from time to time to further the objectives of ‘Association’ and / or to

meet a specific need of the time. The president may discontinue or dissolve

any such committee in consultation with the Executive Committee.

1. In the event of any disagreements in the execution of the administrative

functions of the Executive Committee, the President shall make the final

decision, which shall be binding on all parties concerned. The President,

however, shall be required to validate his or her decision either before or as

soon as possible after the event by majority vote of the Board of Directors. If

the President fails to do so, the majority vote of the Board shall prevail.

1. The President shall require prior approval of the Executive Committee for any

decision involving financial transactions on behalf of the ‘Association’, if the

transactions involve a sum greater than $1,000.

Section 12.2 President Elect:

The President Elect shall:

1. Assist the President in the operation of the ‘Association’.

2. Automatically succeed to the office of the President at the end of the President’s term

of office.

1. Perform such other duties as may be assigned by the President.

2. Chair the bylaws and constitution committee as well as the various task forces

appointed by the president.

Section 12.3Past

President:

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The Past President’s role shall be to provide assistance to the President and Executive

Committee in ensuring a smooth transition from his/her year in office. The Past President shall

serve as the chair of the Nomination committee.

Section 12.4Secretary

The Secretary shall:

1. Keep an account of all the minutes of the meetings.

2. Maintain an updated list of all the members of the ‘Association’.

3. Issue an agenda of all meetings after consultation with the Executive Committee

and/or the Board of Directors.

1. Keep a copy of all official correspondence from and to the ‘Association’.

2. Keep an attendance record of all meetings of the ‘Association’.

3. Properly store all the legal and other documents and records of the ‘Association’ and

shall have charge of the corporate seal of the Corporation.

1. Be a member of the Executive Committee and the Board of Directors as its secretary.

2. Ensure a smooth transition to the incoming secretary within thirty days of the Annual

General Meeting.

In addition, he or she shall be specifically responsible for the membership drive.

Section 12.5Treasurer:

The treasurer shall:

1. Be in charge of all the accounts of the ‘Association’.

2. Be responsible for issuing notice and collection of all the dues and deposit them into

the designated financial institutions.

1. Have custody of all accounts, receipts and disbursements, which shall be open at all

reasonable times to inspection by the Board of Directors or the Executive Committee.

1. Submit a financial account to the Executive Committee at its monthly meetings.

2. Submit the financial accounts at the end of the financial year to the auditor.

3. Present the audited financial statement of the previous fiscal year and a proposed

budget for the next fiscal year to the General Assembly at its annual meeting.

1. File all income tax returns to the Canada Revenue Agency for the year in which the

office was held.

1. Ensure a smooth transition of all the accounts and financial records of the ‘Association’

to the incoming treasurer.

1. All financial documents have to be signed by two officers of the Executive Committee.

The treasurer shall be one of the two required signatories for these financial

documents. The President, President Elect or the Secretary has to be the second

signatory for these documents. In situations where the treasurer is unavailable, the

president may authorize another officer of the executive committee to be the signatory

in lieu of the treasurer.

1. The treasurer may authorize up to $500 as petty cash for the staff to handle without

prior authorization. The Executive committee shall be responsible for increasing this

upper limit if necessary.

Section 12.6Provincial

Representative

The Provincial Representative, in association with the PresidentElect,

shall be responsible for

the well being of the membership. He or she shall

1. Ensure that the membership lists are kept current.

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1. Address the concerns of the membership or present them to the Executive Committee

for action as required.

1. Make every effort to ensure that every eligible member joins the organization.

Section 12.7Representative

for Clinical Fellows, Internes & Residents

The representative shall:

1. Bring their interests and needs to the attention of the Executive committee.

2. Make every effort to ensure that every eligible member joins the organization.

ARTICLE 13COMMITTEES

Section 13.1Standing

committees

A. The committee members are appointed by the President in consultation with the

Executive Committee. The President, in consultation with the Executive

Committee, will determine the number of members in each committee. No

remuneration will be paid to standing committee members. Any committee

member may be removed by the President, with the approval of the Executive

Committee, with or without cause.

B. The President shall be an ex officio member of all the committees except the

Nominations committee.

C. All committees shall report to the President in the appropriate format instituted by the

President.

D. All committees shall meet on a monthly or quarterly basis as determined by the

Executive Committee.

E. The following shall be the standing committees:

1. By laws and constitution committee: This committee will be chaired by the

President Elect. Function of this committee is to periodically examine the need for any

changes or addition to the bylaws and constitution of the association and present their

findings to the Executive Committee. This committee shall also be responsible to

examine issues of ethics and grievance concerns of the membership.

2. Nominations Committee:

The Chapter Presidents shall constitute the Nominations Committee and be chaired by

the Past President of the ‘Association’.

3. Charitable foundation committee: This committee will be responsible for charitable

activities including education, fund raising and arranging for emergency relief response

for national or international disasters; for improving living conditions of the

underprivileged; for providing medical service in emergency situations.

4. Liaison Committee: Its responsibilities include public relations, publications, cultural

affairs, community outreach programs and continuing medical education. To volunteer

medical and education services where needed.

5. Membership committee: Its responsibilities include promoting membership and

making recommendations to the President for nomination of appropriate candidates for

the election of office bearers as well as standing committee members.

6. Women physicians’ committee: the responsibilities include addressing the issues

faced by women physicians in general and promotion of qualified women physicians

for the governance of the association.

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1. Physicians in training committee: the responsibilities of this committee include

promoting participation of physicians in training in the governance of the association

as well as addressing the issues faced by these physicians in training.

Section 13.2Terms

of Office of Committees:

1. Executive Committee: Term of office for the Executive Committee shall be one year for Term of office for the Executive Committee shall be one year for

the year for which they have been elected or until their successors are elected, whichever

is later.

2. Board of Directors: Term of office for the Board shall be two years for the year for which Term of office for the Board shall be two years for the year for which

they have been elected renewable only once.

3. Standing Committees: The term of office for each standing committee shall be two The term of office for each standing committee shall be two

years except for the very first year of the association, where fifty percent of the members

will be appointed for a period of one year only. The remaining fifty percent of the

committee shall continue for the immediately following year to ensure continuity. The

President may renew the terms of office through reappointment, with the concurrence of

the Executive Committee and the Board of Directors.

4. Ad Hoc Committees and Task Forces: These are appointed by the President in These are appointed by the President in

consultation with the Executive Committee for a duration that is determined by the

President during his/her term of office and may not exceed his term. The duties of any

such committee or task force shall be as determine by the President. No remuneration

will be paid to any committee or task force member. Any person so appointed may be

removed by the President, with the approval of the Executive Committee, with or without

cause.

Section 13.3Committee

Membership: :

The President shall be an ex officio member of all the standing committees (EXCEPT the

Nominations committee).

Section 13.4Quorum

for meetings

A. Quorum for General Assembly meeting: A minimum of two members constituting no less : A minimum of two members constituting no less

than 25% of voting membership in person, by proxy, mail, video, teleconference or by any

other electronic means approved by the Executive Committee shall constitute a quorum for the

general Assembly meeting. Amendments and additions to bylaws require a two third majority

of the quorum for the General Assembly meeting.

If ten percent (10%) of the members of the General Assembly consent in advance to the

method of communication and have equal access thereto, a meeting of the General Assembly

may be held by means of such telephone, electronic or other communication facilities as permit

all persons participating in the meeting to hear each other simultaneously and instantaneously,

and a member participating in such meeting by such means is deemed to be present at that

meeting. The chairperson of the meeting shall address security issues.

A proxy shall be executed by the member or the member's attorney authorized in writing or, if

the member is a body corporate or association, by an officer or attorney thereof duly

authorized. A person appointed by proxy need not be a member.

B. Quorum for General Assembly meeting for the dissolution of the Association: Not Not

withstanding 13.4A, the quorum required for the General Assembly meeting to dissolve the

association shall be sixty six percent of the voting membership present in person, or by proxy,

mail, video or teleconference or by any other electronic means approved by the Executive

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Committee. A seventy five percent majority vote is required for the dissolution of the

association.

A. Quorum for standing, ad Hoc and Task Force Committee: A majority of the : A majority of the

members of any committee shall constitute a quorum for any meeting of each

committee.

B. Quorum for the Executive Committee: Shall be 2/3 of the voting members of the : Shall be 2/3 of the voting members of the

Executive Committee being no less than two members of the Executive

Committee. The Executive Committee members are encouraged to attend the

meetings in person whenever possible. The President may approve participation

by mail, video, teleconference or by any other electronic means. Committee

members are encouraged to attend the meetings in person whenever possible.

C. Quorum for the Board of Directors: Shall be 2/3 of the voting members of the Board Shall be 2/3 of the voting members of the Board

of Directors. The members could be present in person, by mail, video,

teleconference or by any other electronic means approved by the President shall

constitute a quorum for the Executive Committee meeting.

Section 13.5Responsibilities

of standing Committees

Executive committee will decide the responsibilities of each standing committee. Each standing

committee shall have one representative from the Executive Committee and three members

appointed by the President in consultation with the Executive Committee

Section 13.6Ad

Hoc committees

Ad Hoc committees will be appointed by the President in consultation with the Executive

Committee.

Section 13.7Task

Force

The President, in consultation with the Executive committee may invite experts in the field from

the membership and/or outside of the membership of the association if he/she considers it

necessary to achieve the task set before the task force.

Section 13.8By

Law amendment or addition

Changes to the bylaws have to be initiated by the Executive Committee or on the

recommendation of the Board of Directors or 50 or more voting members of the Association.

They must be circulated at least 90 days before the Annual General Meeting. .

Section 13.9Attendance

at meetings

Attendance at the Board of Directors, the Annual General Meeting, and any Committee

Meetings may be in person, video or teleconference. Executive committee members are

encouraged to attend the meetings in person whenever possible; otherwise attendance by

teleconference is permitted at the discretion of the President.

All general Assembly meeting votes can be taken in person or fax or by electronic means

approved by the Executive Committee. The form of the election could be by a return ballot or

by an electronic ballot. The Elections Officer is nominated from outside the eligible voters. The

Elections Officer, auditor and the selection of the bank are decided by the majority vote of the

Board of Directors.

Section 13.10Frequency

of meetings

Executive Committee will meet at least twice a calendar year at any place as shall be

determined by the President. However, the President or a 2/3 majority of the members of the

Executive Committee may call special meetings with a thirty day written, verbal or electronic

notice. The President, in an emergency situation, may call the Executive Committee with one

day notice provided all the members of the Executive Committee are notified of such meeting.

Notification of such special meetings may be given verbally, either personally or by telephone,

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email or fax. A simple majority participation will constitute a quorum for such emergency

meetings; however, any decision(s) taken at such meetings shall be submitted to the Executive

Committee at its next regular meeting.

The Board of Directors’ meetings shall be held at least once every six months. Dates and

places of these meetings shall be decided from time to time by a resolution of the Executive

Committee or the Board of Directors. Each director is authorized to exercise one (1) vote.

Questions arising at any meeting of directors shall be decided by a majority of votes. In case

of an equality of votes, the chairperson of the meeting shall not have a second or casting vote

in addition to an original vote. If a majority of the directors consent in advance to the method of

communication and have equal access thereto, a meeting of the directors may be held by

means of such telephone, electronic or other communication facilities as permit all persons

participating in the meeting to hear each other simultaneously and instantaneously, and a

member participating in such meeting by such means is deemed to be present at that meeting.

The chairperson of the meeting shall address security issues.

Reasonable notice of all such meetings may be given by modes of communication approved

by the Executive Committee at the beginning of the year.

ARTICLE 14RESPONSIBILITIES

OF THE GOVERNING BODIES AND COMMITTEES

Section 14.1Responsibilities

of the General Assembly

1. Elect officers of the association (President Elect, Secretary and Treasurer) by simple

majority unless the Canada Corporations Act or these bylaws

otherwise provide.

1. Amend the constitution when necessary.

2. Decide on matters, questions or recommendations brought to the association by the

Executive Committee or Board of Directors.

1. Meet at least once a year for the annual general Assembly meeting at a date and time

set by the Executive Committee.

Section 14.2Responsibilities

of the Board of Directors

1. Oversee the functioning of the Executive Committee.

2. Function as an appeal body.

3. Review the operation of the Executive Committee on an ongoing basis and make

suggestions

1. Advise the Executive Committee to amend its actions if its actions are contrary to the

policies of the ‘Association’.

1. Refer any matter of policy to the General Assembly if the Executive Committee or a

significant proportion of the membership feels that the Board’s decisions are contrary

to the policies of the ‘Association’.

1. Meet at least twice a year.

2. Envision and plan for the future needs of the ‘Association’.

3. Hold a regular meeting of the Board of Directors between December 21 st and January

31 st each year, primarily for the purpose of approving the financial statement and the

budget for the upcoming year.

1. Special meetings of the Board of Directors may be convened at any time by majority

decision of the Executive Committee or by 30% of the members of the Board of

Directors. Regular and/or special meetings may be called by fax or email to all Board

of Directors informing them of the date and place of meeting at least thirty days prior to

the date of the meeting.

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Section 14.3Responsibilities

of the Executive Committee

1. Carry out the administrative affairs of the ‘Association’.

2. Act in all financial matters necessary to carry out the day to day operations of the

‘Association’.

1. Nominate members of the standing committees and ad Hoc committees.

2. Admit new members according to the sections in the articles 9.1, 9.2 and 9.3.

3. Carry out any other activity of the ‘Association’ as deemed necessary and desirable.

Section 14.4 Any Any

member of the Executive Committee, the Board of Directors, or other

committees of the Association not taking part in two or more consecutive regularly scheduled

meetings without the prior approval of the President/chair of the committee shall automatically

forfeit their membership in the committee

ARTICLE 15CONFLICT

RESOLUTION

In case of disagreement between a member and the President, the Executive Committee and

or the Board of Directors with regards to any election held or any disciplinary action taken

against the member which could not be resolved by discussions between the parties, the

member may request arbitration by one person acceptable to both parties. If the parties

cannot come to such an agreement then the member may choose 1 arbitrator and the Board, 2

arbitrators from the membership of ‘Association’ who are not part of governance of the

association but are respected for their neutrality or from outside of the membership from such

people who are well respected by general community. The Board of Directors would set up the

timing for the arbitration. The decision of the arbitrator or the majority of the arbitration board

as the case may be, shall be binding on both parties.

In case of a dispute between the Executive Committee members and/or if a no confidence vote

is passed by the Executive Committee against any member of the committee including the

President, the President shall refer the matter to the Board of Directors, whose decision shall

be final and binding on all parties concerned.

In case of dispute between the Board of Directors and the Executive Committee, the President

shall call emergency general Assembly meeting to discuss the dispute and the decision of the

general Assembly by a simple majority, unless the Canada Corporations Act or these bylaws

otherwise provide, shall be binding on all the parties concerned.

Any external arbitrator brought in by a member for the purposes of arbitration of his/her

complaint must be paid by the member. The arbitrator/s brought in from outside the association

by Executive committee or the Board of Directors shall be paid from the funds of the

association. Any arbitrator chosen by any party from the membership shall provide his or her

on a voluntary basis except for any direct expenses incurred by such member.

All arbitration process shall be held at the national headquarters of the association.

ARTICLE 16ELECTIONS

AND TERMS OF OFFICE:

Section 16.1 Elections

by the general Assembly

Any voting by the general Assembly can be cast in person or by proxy via mail, fax, by

electronic means approved by the Executive Committee.

Section 16.2 – Election Forum:

All elections of office bearers of the Executive Committee are to be held by return ballot,

electronic ballot or email. The Chief Executive Officer or in his/her absence, a person

nominated from outside the eligible voters by the President, in consultation with the Board of

Directors shall be the Elections Officer.

Section 16.3Terms

of Office:

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All members of the Executive Committee shall hold office for one ensuing fiscal year or until

their successors are elected, whichever is later.

Members of the Board of Directors shall hold office for two consecutive years. After the initial

year of inception of the ‘Association’, 50% of the members of the Board of Directors will retire

and new members will join to take their place. This rotation is then continued so that the term

of membership will be two consecutive years.

After three years of the operation of the Association, one of the eligibility criteria to run for the

president elect shall be that the person has served the association in the capacity in any of the

following: as an officer of the Executive Committee or a member of the Board of Directors or as

a president of one of the Chapters.

ARTICLE 17AMENDMENTS

TO THE CONSTITUTION & BYLAWS

17.1 Proposals for amendments to the bylaws, including their repeal, may be submitted by ten

or more members. These proposals must be received by the Secretary 90 days before the

date of the Annual Meeting for consideration by the Board of Directors.

17.2 Amendments to the bylaws, including their repeal, may be proposed by the Board of

Directors or the Bylaws Committee. These proposals must be received by the Secretary in time

to be published in an Association publication with distribution to all members at least 60 days

before the Annual Meeting,

17.3 The quorum for amendments to the bylaws

is 66% of all eligible voters.

17.4 Amendments that have been proposed and published or communicated as in

Section 17.1 & 17.2 become effective when sanctioned by at least twothirds

(2/3) of the votes

cast at a meeting of the General Assembly duly called for the purpose of considering same and

the repeal or amending of Bylaws

not embodied in the Letters Patent shall not be enforced or

acted upon until the approval of the Minister of Industry.

Article 18 Rules

of Order

All meetings of the Association, the Board of Directors, councils, committees and any general

meeting of the members shall be conducted in accordance with the current edition of

Wainberg’s Society Meetings Including Rules of Order.

Should any problem arise for which this authority does not provide a solution, the chair of the

meeting may, exercising discretion, accept the latest edition of Beauchesne’s Parliamentary

Rules and Forms of the House of Commons of Canada or Bourinot’s Rules of Order as a

guide.

The Chairperson’s rules and guidelines applicable to the conduct of meetings of the Annual

General Meeting shall be published in the frontpage of the Annual General Meeting Agenda

each year and approved by the Annual General Meeting each year.

Secret Ballot

At meetings of the Annual General Meeting, the Board of Directors, Executive Committee, and

committees, an election or an issue may be determined by secret ballot if so requested by a

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simple majority of 50 + 1 those present and eligible to vote. All elections shall be by secret

ballot.

Teleconferences

Members of the Executive Committee or committees of the Association may participate at

meetings by means of such telephone or other communication facilities as permit all persons

participating to communicate with and to hear each other. A person participating by such

means is deemed to be present at the meeting.

ARTICLE 19 DISSOLUTION

If for any reason, it becomes necessary and advisable to dissolve the ‘Association’, the assets

remaining after the payment of all liabilities shall be transferred to any other charitable

organization(s) in Canada which will properly use the funds for any or all charitable activities

outlined in this constitution or amendments thereto.

ARTICLE 20 AUDITORS

The General Assembly shall, at each annual meeting, appoint an auditor to audit the accounts

of the Corporation for report to the General Assembly. Unless all of the members of the

General Assembly consent, the auditor may not be a director, officer or employee of the

Corporation. The auditor shall hold office until the next following annual meeting; provided,

however, that the directors may fill any casual vacancy in the office of the auditor. The

remuneration of the auditor shall be fixed by the board of directors.